Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Industri |
Industri | Maskinindustri |
2018-12-18 19:56:07
Reference is made to the stock exchange notice on 30 October 2018 where Magseis ASA (the "Company") announced that the Company had entered into an agreement with Fairfield Geotechnologies ("Fairfield") whereby the Company will acquire the Seismic Technologies business from Fairfield (excluding the Brazilian operations) together with 100% of the shares of Fairfield International Limited, being the parent company for the WGP group in the UK, (the "Transaction"). The Company hereby announces that all conditions for completion of the Transaction have been fulfilled, and that the Transaction has been completed. As resolved by the extraordinary general meeting of the Company held on 12 December 2018 (the "EGM"), the Company's name is Magseis Fairfield ASA with effect from today. Further, as resolved by the EGM, Chuck Davison began his term as the new chairman of the Board of Directors today, replacing Jan P. Grimnes who ended his term at the same time. Similarly, Anthony Dowd began his term as a new member of the nomination committee today, replacing Jon H. Walle. Following completion of the Transaction, Fairfield has subscribed for and will be allocated 33,500,000 shares (the "Consideration Shares"), and 18,250,000 warrants. The share capital pertaining to the Consideration Shares will be registered on or about 19 December 2018, and listing of the Consideration Shares on Oslo Børs will occur on or about 19 December 2018. Following this, Fairfield will hold 33,500,000 shares corresponding to 18.11% of the shares and votes of the Company, and shares and rights to shares corresponding to 27.9% when including the warrants. For further information, please contact: Per Christian Grytnes, CEO Tel: +47 48 21 48 21 Email: pc.grytnes@magseis.com Tom Henrik Sundby, CFO Tel: +47 47 75 44 15 E-mail: tom.sundby@magseis.com * * * Magseis is a rapidly growing Norwegian geophysical company providing ocean bottom seismic ("OBS") acquisition. The Company's proprietary Marine Autonomous Seismic System ("MASS") enables highly cost-efficient acquisition and delivers superior data quality. The Company is headquartered in Oslo, Norway and has offices in Norway, Sweden, the United States and Singapore. * * * This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement is not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Magseis does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to) forecasts, projections and estimates, statements of management's plans, objectives and strategies for Magseis, such as planned expansions, investments or other projects, management, as well as statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements. Although Magseis believes that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized. No assurance can be given that such expectations will prove to have been correct. Magseis disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.